Two Shields Investments plc Acquisition of shares in BrandShield

Two Shields Investments plc (LON:TSI), the AIM quoted investment company with a strategy to build a high quality portfolio of investments in fast growing and scalable digital and technology enabled businesses, is pleased to announce that, as expected, it has today completed a share swap with certain holders of equity in BrandShield Limited (“BrandShield”).

Chairman of TSI, Andrew Lawley, said:

“The completion of this share swap in BrandShield is a further demonstration of our belief that BrandShield is a key value driver within the TSI portfolio. The Board may increase the Company’s holding in BrandShield by way of its option to invest a further $500,000 as opportunities arise. The overwhelmingly positive reception that BrandShield received on its recent investor roadshow in London reinforces the Board’s view that this is an incredibly exciting growth opportunity that is entering a potentially highly expansive period. We look forward to continuing to advise BrandShield on its strategic growth opportunities.”

BrandShield is a threat intelligence company that provides a solution from brand protection to online threat hunting. It was established by industry professionals with a goal to develop cutting-edge technology that will provide organisations with a powerful solution to protect from various threats including social phishing, counterfeit sales, brand abuse and other online fraud activities. BrandShield has an increasing international blue-chip client base including Fortune 500 and FTSE 100 companies which has enabled it to continue to grow its incremental monthly retained revenues. Prior to the share swap the Company, held approximately 8.95% of BrandShield’s issued share capital and the Company recently announced a subscription for $300,000 of Convertible Loan Notes (“Loan Note”). The Company announced on 4 March 2019 that it intended to acquire up to another 3.22% of the issued share capital of BrandShield from certain existing shareholders (the “BrandShield Vendors”) with settlement to be made effective through the issuance of TSI shares at a price of 0.1p each. TSI has agreed that the actual percentage of BrandShield shares acquired in connection with this transaction is 2.39% on the terms outlined for a total consideration of £258,422.

TSI is pleased to announce that the share swap transaction has been completed with settlement made effective through the issuance of 258,422,061 shares in TSI (“Consideration Shares”), conditional upon Admission (the “Share Swap”). As a result of the Share Swap, TSI will hold 11.34% of the issued share capital of BrandShield. The BrandShield Vendors participating in the Share Swap have agreed that their Consideration Shares will be subject to a six-month lock-in. The Company also has an option to invest up to a further amount of $500,000 in BrandShield on the same terms as the existing Loan Note.

In addition, the Board has agreed that 15,000,000 shares will be issued at an issue price of 0.12 pence per share to a contractor of the Company as part of a settlement of an outstanding contractual obligation (the “Fee Shares”).

Application will be made for the admission of the new 273,422,061 Ordinary Shares (representing the aggregate total of the Consideration Shares and the Fee Shares) to trading on AIM (“Admission”), with Admission expected to take place on or around 29 April 2019.

Following Admission, the Company’s issued share capital will comprise 2,361,596,558 Ordinary Shares, each with voting rights. The above figure of 2,361,596,558 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules.

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